Rithm Perpetual Life Residential Trust 8-K

What Happened

• Rithm Perpetual Life Residential Trust filed an 8‑K reporting that on May 1, 2026 it sold approximately 435,441 Class J common shares in its continuous private offering for aggregate consideration of about $8.9 million. The sale was conducted under exemptions to registration (Section 4(a)(2) and Rule 506 of Regulation D).
• On the same date the Company issued 2,750.98 Class E common shares to Rithm Perpetual Life Residential Investor LLC (an affiliate of the adviser, RCM GA Manager LLC) as payment of the adviser’s monthly management fee of $55,608 under the advisory agreement dated November 18, 2025.
• Separately, on April 30, 2026 the Company declared a distribution of $0.17 per share (gross and net) for both Class J and Class E common shares, payable to holders of record as of April 30, 2026 and expected to be paid on or about May 20, 2026. Distributions will be paid in cash or reinvested via the Company’s distribution reinvestment plan.

Key Details

• Private sale: ~435,441 Class J shares sold for aggregate consideration of $8,865,000 (includes $90,000 upfront selling commission).
• Advisor fee paid in shares: 2,750.98 Class E shares issued in lieu of $55,608 cash management fee.
• Distribution declared: $0.1700 per share (gross and net) for both Class J and Class E; record date April 30, 2026; payment on or about May 20, 2026; cash or reinvestment option.
• Regulatory treatment: Share sales were exempt from registration under Section 4(a)(2) and Rule 506 of Regulation D.

Why It Matters

• The private share sale raised roughly $8.9 million of capital for the trust, which can support operations or investments without a registered offering. Investors should note the issuance was via a private placement, not a public registration.
• Payment of the adviser’s fee in Class E shares reduces near‑term cash outflow but increases the number of outstanding shares, which can dilute per‑share metrics.
• The declared $0.17 per‑share distribution confirms the Company’s current cash distribution policy for April and provides shareholders the option to receive cash or reinvest via the DRIP.